-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HcXYhWSRaqHJTrC55ioOpvOqYkJplnfq41md/FjOAryPYWbE20pZV85hvAa7lF9p tpmtwqZB8ciQvvg/OYnf8A== 0001026081-04-000017.txt : 20040826 0001026081-04-000017.hdr.sgml : 20040826 20040826165504 ACCESSION NUMBER: 0001026081-04-000017 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040826 DATE AS OF CHANGE: 20040826 EFFECTIVENESS DATE: 20040826 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLIFTON SAVINGS BANCORP INC CENTRAL INDEX KEY: 0001240581 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 341983738 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-50358 FILM NUMBER: 04999505 MAIL ADDRESS: STREET 1: C/O CLIFTON SAVINGS BANCORP INC STREET 2: 1433 VAN HOUTEN AVE CITY: CLIFTON STATE: NJ ZIP: 07015 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEIDMAN LAWRENCE B CENTRAL INDEX KEY: 0001026081 STATE OF INCORPORATION: NJ FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: LANIDEX CENTER STREET 2: 100 MISTY LANE P O BOX 5430 CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 2015601400 MAIL ADDRESS: STREET 1: LANIDEX CENTER STREET 2: 100 MISTY LANE P O BOX 5430 CITY: PARSIPPANY STATE: NJ ZIP: 07054 DFAN14A 1 finalclshletterrx.txt ADDITIONAL PROXY SOLICIT MATERIALS DEF. NONMGMT The Clifton Savings Bancorp, Inc. Committee to Preserve Shareholder Value August 26, 2004 DEAR FELLOW SHAREHOLDER: I am writing in response to the August 11, 2004 and August 24, 2004 letters you received from John A. Celentano, Jr., the Chairman of the Board of Directors of Clifton Savings Bancorp, Inc. (the "Company"). I am asking that you vote AGAINST the Company's proposed 2004 Stock-Based Incentive Plan (the "Incentive Plan") and WITHHOLD your vote on the election of the Company's directors. DON'T JUST TAKE OUR WORD FOR IT The Committee is pleased to announce that Institutional Shareholder Services, Inc. ("ISS"), a provider of proxy advisory services to institutional investors, has recommended that its clients vote AGAINST the Company's Incentive Plan and WITHHOLD votes from the Company's directors. According to the report, "Such compensation practices and the lack of board accountability to public shareholders make us question whether this board has been a good steward of compensation and whether approving the maximum allowable number of shares at the earliest possible time is in the shareholders' best interest." Please vote the GOLD proxy by Phone or Internet today. Company Statement: The Company states that the Incentive Plan "has been thought out carefully and designed to be in your best interests." Reply: o How can an approximate potential $2,300,000 five year annual compensation expense (total expense - $11,500,000) be in your best interest when the Company's net income was only $3,689,000 for the twelve month period ending March 31, 2004? How can an approximate after tax 38% reduction in Net Income be good for Shareholders? (Assumes 981,337 shares awarded at $11.76, Page 14 of Company Proxy Statement). o How can a reduction of approximately $25,980,890 or approximately 13%, of the Company's net worth benefit the Shareholders? (Committee's Proxy Statement, Page 8.) o It is the Committee's opinion that the Incentive Plan is in the best interest of those persons, and only those persons, who receive the awards. Company Statement: Mr. Seidman "has voted in favor of plans similar to the Clifton Savings Bancorp's 2004 Plan." Reply: o I have never voted in favor of an Incentive Plan for a mutual holding company o I personally have never accepted free stock even though I was entitled, as a member of the Board of Directors, to receive restricted stock, like the shares the Company now wants to award to its directors and senior management. I refused to accept the free stock awards because, in my opinion, such an award of free stock is not in the best interest of all the Shareholders Company Statement: Case in Point: Wayne Savings Bank, where Mr. Seidman pursued "his agenda". Reply: o Harold Cook was the Chairman of Wayne Bancorp, Inc. When asked about the Company's comments, he replied: "Larry Seidman was the catalyst that encouraged the Board to seek a merger which ultimately maximized Shareholder value." o When Wayne Bancorp, Inc. made its initial public offering, its shares sold for $10 each. Less than two (2) years later, Wayne Bancorp,Inc. was acquired by Valley National Bank at a price of $34.38 per share. Company Statement: Case in Point: South Jersey Financial Corp, Inc., where Mr. Seidman pursued "his agenda". Reply: o Robert Colacicco was the president and chief executive officer of South Jersey. When asked about the Company's comments he replied "Larry Seidman's contributions to South Jersey were very positive and were all focused on maximizing Shareholder value." o Robert Colacicco also stated that "even though Mr. Seidman was entitled to receive restricted stock awards, he refused to accept such an award." o Mr. Colacicco also stated that "in order to obtain Mr. Seidman's support for the stock based benefit plan, Mr. Seidman required that the amount of the restricted stock available for distribution be reduced." Company Statement: The Company states "The 2004 Plan EXPRESSLY (August 14, 2004) PROVIDES FOR PERFORMANCE STANDARDS." (Emphasis in the original of August 11, 2004 letter.) Reply: o In fact, the Plan establishes no objective criteria for the granting of the awards. No particular level of performance - by the Company or by directors or by managers - has been established in order for the free stock to be awarded. Thus, the Compensation Committee - whose members will presumably be eligible to receive awards - will have discretion to determine to whom, and in what amounts the awards will be given. o The Company has now admitted there are no performance standards in the Plan. The Company in its August 24th letter stated that "Mr. Seidman correctly notes no performance standards have been established." o The Company claims that it will make awards in a "prudent manner". THIS IS NOT A PERFORMANCE STANDARD. Company Statement: "If Mr. Seidman had been successful in his efforts to gain a seat, he too would be eligible to receive the benefits he now criticizes." Reply: o It is true that if I were a Board member I would be eligible for free stock, but I would not accept such an award. Maybe Mr. Celentano, Jr. wants to make the same commitment? I doubt it! o I have never requested a seat for myself on the Company's Board of Directors. Company Statement: The Company states "Help Clifton Savings Bancorp tell Mr.Seidman we have no interest in his personal agenda." Reply: o The three (3) institutions mentioned by the Company have one thing in common. Their stock prices rose substantially - and all Shareholders profited. Specifically: (i) In an approximate two (2) year period Wayne Savings had an approximate 243% increase in its stock price enjoyed by all Shareholders (from the date Mr. Seidman commenced his stock purchases to the date a sale of the Company was announced.) : (ii) In approximately fourteen (14) months South Jersey had an approximate 70% increase in its stock price enjoyed by all Shareholders (from the date Mr. Seidman commenced his stock purchases to the date a sale of the Company was announced.) (iii) In approximately one year CNY Financial had a 70% increase in its stock price enjoyed by all Shareholders (from the date Mr. Seidman commenced his stock purchases to the date a sale of the Company was announced.) . It is obvious that the Company wants to have you not focus upon the merits of the Plan. Otherwise, why would the Company conclude its first letter by making comments about me? After all, I have nothing to do with the Plan, I am simply delivering the message that this Plan is not in the best interests of the Shareholders who have invested over $130,000,000 in the Company. Please vote the GOLD proxy by Phone or Internet today. If you have any questions or need assistance in voting your shares, please call: D. F. King & Co., Inc. 48 Wall Street New York, New York 10005 (Call Toll Free (888) 542-7446 -----END PRIVACY-ENHANCED MESSAGE-----